Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 shall immediately be returned to the Fund for distribution to the Limited Partners; and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
Appears in 3 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement, Limited Partnership Agreement
Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: :
10.2.1 On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. .
10.2.2 A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. .
10.2.3 On the Removal Date: :
10.2.3.1 with respect to the delivery of a Removal For Cause Notice: :
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; ;
(b) the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 14.7.3 shall immediately be returned to the Fund for distribution to the Limited Partners; and and
(c) in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). .
10.2.3.2 with respect to the delivery of a Removal Without Cause Notice: :
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; ;
(b) the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); ;
(c) subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___[ ]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and and
(d) notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); ;
10.2.3.3 if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: :
(a) the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; ;
(b) some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
(i) the Fund to issue to the removed General Partner a non-interest bearing promissory note (or equivalent instrument) that entitles the removed General Partner to the payment of the amounts to which it is entitled pursuant to this Section 10.2 (Consequences of Removal Notice) at such time and in such amounts as if it had continued to be a Partner at the time of the relevant distributions, or (ii) the removed General Partner 18 In some cases (e.g., for a small or emerging manager), removal without cause may be permitted only after the first one or two years, and the Management Fee may continue at pre-removal rate for a 6-18 month period. to be paid an amount in cash equal to the amount of Carried Interest to which it would have been entitled as General Partner pursuant to Section 10.2.3.2 or Section 10.2.3.3 (as the case may be) based on a deemed liquidation of the Fund and realization of all of its assets at such time, and the removed General Partner may be required to cease to be a partner; and
(d) the appointment of the Fund Manager to be immediately terminated;
10.2.4 the obligation of the Affiliated Partners to invest in new Portfolio Investments shall terminate, provided (for the avoidance of doubt) that (i) such Affiliated Partners shall remain obligated to make all Capital Contributions and other payments that they are required to make (including pursuant to Section 6.2 (Terms and Conditions; Capital Contributions) and Article 16 (Exculpation and Indemnification)) with respect to any Portfolio Investments made or indebtedness of the Fund incurred, on or before the date of removal (including Portfolio Investments with respect to which final approval of the General Partner’s or Fund Manager’s investment committee has been given and legally binding commitments have been entered into by the Fund prior to the date of such removal) and any related Follow- on Investments, and (ii) the removed General Partner and the Fund Manager shall continue to be bound by the provisions of Section 14.7 (Clawback);
10.2.5 notwithstanding Section 10.2.2 above, at any time on or after the date of a Removal for Cause Notice or a Removal Without Cause Notice, by delivery of written notice to an Affiliated Partner, a Majority in Interest may require such Affiliated Partner to transfer a portion or all of its Interest to such Person as a Majority in Interest may approve in consideration for the issue to such Affiliated Partner by the Fund of a non-interest bearing promissory note or equivalent instrument, pursuant to which such Affiliated Partner is entitled to receive payments in such amounts and at such times as it would have received pursuant to Section 10.2.2 if it had continued to be a Limited Partner; and
10.2.6 each of the removed General Partner and the Fund Manager hereby irrevocably constitutes and appoints any such Person as may be stipulated in any Removal For Cause Notice or a Removal Without Cause Notice (and any of such Person’s officers, employees or directors), with full power of substitution, as the true and lawful attorney and agent of the removed General Partner and the Fund Manager (as the case may be), to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee’s name, place and stead, all instruments, documents, forms and certificates that may from time to time be required by the laws of any jurisdiction to give effect to the provisions of this Article 10 (Removal of the General Partner; Termination of the Fund) including the power and authority to execute, verify, swear to, acknowledge, deliver, record and file all forms, certificates and other instruments, including any amendments to this Agreement, as may be necessary for such purposes.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: :
10.2.1 On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. .
10.2.2 A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. .
10.2.3 On the Removal Date: :
10.2.3.1 with respect to the delivery of a Removal For Cause Notice: :
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; ;
(b) the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 shall immediately be returned to the Fund for distribution to the Limited Partners; and and
(c) in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). .
10.2.3.2 with respect to the delivery of a Removal Without Cause Notice: :
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; ;
(b) the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); ;
(c) subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___[ ]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and and
(d) notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); ;
10.2.3.3 if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: :
(a) the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; ;
(b) some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion 18 In some cases (e.g., for a small or emerging manager), removal without cause may be permitted only after the first one or two years, and the Management Fee may continue at pre-removal rate for a 6-18 month period. to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
(i) the Fund to issue to the removed General Partner a non-interest bearing promissory note (or equivalent instrument) that entitles the removed General Partner to the payment of the amounts to which it is entitled pursuant to this Section 10.2 (Consequences of Removal Notice) at such time and in such amounts as if it had continued to be a Partner at the time of the relevant distributions, or (ii) the removed General Partner to be paid an amount in cash equal to the amount of Carried Interest to which it would have been entitled as General Partner pursuant to Section 10.2.3.2 or Section 10.2.3.3 (as the case may be) based on a deemed liquidation of the Fund and realization of all of its assets at such time, and the removed General Partner may be required to cease to be a partner; and
(d) the appointment of the Fund Manager to be immediately terminated;
10.2.4 the obligation of the Affiliated Partners to invest in new Portfolio Investments shall terminate, provided (for the avoidance of doubt) that (i) such Affiliated Partners shall remain obligated to make all Capital Contributions and other payments that they are required to make (including pursuant to Section 6.2 (Terms and Conditions; Capital Contributions) and Article 16 (Exculpation and Indemnification)) with respect to any Portfolio Investments made or indebtedness of the Fund incurred, on or before the date of removal (including Portfolio Investments with respect to which final approval of the General Partner’s or Fund Manager’s investment committee has been given and legally binding commitments have been entered into by the Fund prior to the date of such removal) and any related Follow- on Investments, and (ii) the removed General Partner and the Fund Manager shall continue to be bound by the provisions of Section 14.7 (Clawback);
10.2.5 notwithstanding Section 10.2.2 above, at any time on or after the date of a Removal for Cause Notice or a Removal Without Cause Notice, by delivery of written notice to an Affiliated Partner, a Majority in Interest may require such Affiliated Partner to transfer a portion or all of its Interest to such Person as a Majority in Interest may approve in consideration for the issue to such Affiliated Partner by the Fund of a non-interest bearing promissory note or equivalent instrument, pursuant to which such Affiliated Partner is entitled to receive payments in such amounts and at such times as it would have received pursuant to Section 10.2.2 if it had continued to be a Limited Partner; and
10.2.6 each of the removed General Partner and the Fund Manager hereby irrevocably constitutes and appoints any such Person as may be stipulated in any Removal For Cause Notice or a Removal Without Cause Notice (and any of such Person’s officers, employees or directors), with full power of substitution, as the true and lawful attorney and agent of the removed General Partner and the Fund Manager (as the case may be), to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee’s name, place and stead, all instruments, documents, forms and certificates that may from time to time be required by the laws of any jurisdiction to give effect to the provisions of this Article 10 (Removal of the General Partner; Termination of the Fund) including the power and authority to execute, verify, swear to, acknowledge, deliver, record and file all forms, certificates and other instruments, including any amendments to this Agreement, as may be necessary for such purposes.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 shall immediately be returned to the Fund for distribution to the Limited Partners; and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18Manager16; the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
Appears in 1 contract
Samples: Limited Partnership Agreement
Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 14.7.3 shall immediately be returned to the Fund for distribution to the Limited Partners; and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
Appears in 1 contract
Samples: Limited Partnership Agreement
Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice.) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “"Removal Date”"), the General Partner shall will be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s 's acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall will immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall will immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, [and any amounts retained in the Escrow Account Account, if any, pursuant to Section 14.7.2 14.7(b) (Clawback.) shall immediately be returned to the Fund for distribution to the Limited Partners; Partners];112 and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubtand, in that regard, shall will be considered an “"Affiliated Partner” " for the purposes of Section 10.2 (Consequences of Removal Notice.). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall will immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; Manager[, provided, however, that the Manager shall be entitled to collect [on the removal date], the Management Fee that would otherwise be payable to it for the 12 month period immediately following the removal of the General Partner];113] the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubtand, in that regard, shall will be considered an “"Affiliated Partner” " for the purposes of Section 10.2 (Consequences of Removal Notice.); subject to Section 10.2.3.2(d10.2(c)(ii)(D) (Consequences of Removal Notice.) below, the removed General Partner shall will be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] entitled]114 with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall will not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 14.7(a) (Clawback.) shall will continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall will be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 10.2(c)(ii) (Consequences of Removal Notice.) unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal.); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, sent by any Limited Partner to the General Partner, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such the Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the removed General Partner is no longer entitled; some or all of the distributions of the Fund to which the removed General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
Appears in 1 contract
Samples: Limited Partnership Agreement
Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: Notice:
10.2.1 On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. Fund.
10.2.2 A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. Interest.
10.2.3 On the Removal Date: :
10.2.3.1 with respect to the delivery of a Removal For Cause Notice: :
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; ;
(b) the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 shall immediately be returned to the Fund for distribution to the Limited Partners; and and
(c) in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). .
10.2.3.2 with respect to the delivery of a Removal Without Cause Notice: Notice:
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; Manager16;
(b) the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); ;
(c) subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [__[ _]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and and
(d) notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); Removal);
10.2.3.3 if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: following:
(a) the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; ;
(b) some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
(i) the Fund to issue to the removed General Partner a non-interest bearing promissory note (or equivalent instrument) that entitles the removed General Partner to the payment of the amounts to which it is entitled pursuant to this Section 10.2 (Consequences of Removal Notice) at such time and in such amounts as if it had continued to be a Partner at the time of the relevant distributions, or (ii) the removed General Partner 16 In some cases (e.g., for a small or emerging manager), removal without cause may be permitted only after the first one or two years, and the Management Fee may continue at pre-removal rate for a 6-18 month period. to be paid an amount in cash equal to the amount of Carried Interest to which it would have been entitled as General Partner pursuant to Section 10.2.3.2 or Section 10.2.3.3 (as the case may be) based on a deemed liquidation of the Fund and realization of all of its assets at such time, and the removed General Partner may be required to cease to be a partner; and
(d) the appointment of the Fund Manager to be immediately terminated;
10.2.3.4 if such notice provides for the termination of the Fund, the Fund shall immediately and automatically dissolve in accordance with Article 18 (Term, Dissolution and Winding Up of the Fund);
10.2.4 the obligation of the Affiliated Partners to invest in new Portfolio Investments shall terminate, provided (for the avoidance of doubt) that (i) such Affiliated Partners shall remain obligated to make all Capital Contributions and other payments that they are required to make (including pursuant to Section 6.2 (Terms and Conditions; Capital Contributions) and Article 16 (Exculpation and Indemnification)) with respect to any Portfolio Investments made or indebtedness of the Fund incurred, on or before the date of removal (including Portfolio Investments with respect to which final approval of the General Partner’s or Fund Manager’s investment committee has been given and legally binding commitments have been entered into by the Fund prior to the date of such removal) and any related Follow- on Investments, and (ii) the removed General Partner and the Fund Manager shall continue to be bound by the provisions of Section 14.7 (Clawback);
10.2.5 notwithstanding Section 10.2.2 above, at any time on or after the date of a Removal for Cause Notice or a Removal Without Cause Notice, by delivery of written notice to an Affiliated Partner, a Majority in Interest may require such Affiliated Partner to transfer a portion or all of its Interest to such Person as a Majority in Interest may approve in consideration for the issue to such Affiliated Partner by the Fund of a non-interest bearing promissory note or equivalent instrument, pursuant to which such Affiliated Partner is entitled to receive payments in such amounts and at such times as it would have received pursuant to Section 10.2.2 if it had continued to be a Limited Partner; and
10.2.6 each of the removed General Partner and the Fund Manager hereby irrevocably constitutes and appoints any such Person as may be stipulated in any Removal For Cause Notice or a Removal Without Cause Notice (and any of such Person’s officers, employees or directors), with full power of substitution, as the true and lawful attorney and agent of the removed General Partner and the Fund Manager (as the case may be), to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee’s name, place and stead, all instruments, documents, forms and certificates that may from time to time be required by the laws of any jurisdiction to give effect to the provisions of this Article 10 (Removal of the General Partner; Termination of the Fund) including the power and authority to execute, verify, swear to, acknowledge, deliver, record and file all forms, certificates and other instruments, including any amendments to this Agreement, as may be necessary for such purposes.
Appears in 1 contract
Samples: Limited Partnership Agreement
Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: Notice:
10.2.1 On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. Fund.
10.2.2 A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. Interest.
10.2.3 On the Removal Date: :
10.2.3.1 with respect to the delivery of a Removal For Cause Notice: :
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; ;
(b) the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 14.7.3 shall immediately be returned to the Fund for distribution to the Limited Partners; and and
(c) in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). .
10.2.3.2 with respect to the delivery of a Removal Without Cause Notice: Notice:
(a) the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; Manager16;
(b) the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); ;
(c) subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [__[ _]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and and
(d) notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); Removal);
10.2.3.3 if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: following:
(a) the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; ;
(b) some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;
(i) the Fund to issue to the removed General Partner a non-interest bearing promissory note (or equivalent instrument) that entitles the removed General Partner to the payment of the amounts to which it is entitled pursuant to this Section 10.2 (Consequences of Removal Notice) at such time and in such amounts as if it had continued to be a Partner at the time of the relevant distributions, or (ii) the removed General Partner 16 In some cases (e.g., for a small or emerging manager), removal without cause may be permitted only after the first one or two years, and the Management Fee may continue at pre-removal rate for a 6-18 month period. to be paid an amount in cash equal to the amount of Carried Interest to which it would have been entitled as General Partner pursuant to Section 10.2.3.2 or Section 10.2.3.3 (as the case may be) based on a deemed liquidation of the Fund and realization of all of its assets at such time, and the removed General Partner may be required to cease to be a partner; and
(d) the appointment of the Fund Manager to be immediately terminated;
10.2.3.4 if such notice provides for the termination of the Fund, the Fund shall immediately and automatically dissolve in accordance with Article 18 (Term, Dissolution and Winding Up of the Fund);
10.2.4 the obligation of the Affiliated Partners to invest in new Portfolio Investments shall terminate, provided (for the avoidance of doubt) that (i) such Affiliated Partners shall remain obligated to make all Capital Contributions and other payments that they are required to make (including pursuant to Section 6.2 (Terms and Conditions; Capital Contributions) and Article 16 (Exculpation and Indemnification)) with respect to any Portfolio Investments made or indebtedness of the Fund incurred, on or before the date of removal (including Portfolio Investments with respect to which final approval of the General Partner’s or Fund Manager’s investment committee has been given and legally binding commitments have been entered into by the Fund prior to the date of such removal) and any related Follow- on Investments, and (ii) the removed General Partner and the Fund Manager shall continue to be bound by the provisions of Section 14.7 (Clawback);
10.2.5 notwithstanding Section 10.2.2 above, at any time on or after the date of a Removal for Cause Notice or a Removal Without Cause Notice, by delivery of written notice to an Affiliated Partner, a Majority in Interest may require such Affiliated Partner to transfer a portion or all of its Interest to such Person as a Majority in Interest may approve in consideration for the issue to such Affiliated Partner by the Fund of a non-interest bearing promissory note or equivalent instrument, pursuant to which such Affiliated Partner is entitled to receive payments in such amounts and at such times as it would have received pursuant to Section 10.2.2 if it had continued to be a Limited Partner; and
10.2.6 each of the removed General Partner and the Fund Manager hereby irrevocably constitutes and appoints any such Person as may be stipulated in any Removal For Cause Notice or a Removal Without Cause Notice (and any of such Person’s officers, employees or directors), with full power of substitution, as the true and lawful attorney and agent of the removed General Partner and the Fund Manager (as the case may be), to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee’s name, place and stead, all instruments, documents, forms and certificates that may from time to time be required by the laws of any jurisdiction to give effect to the provisions of this Article 10 (Removal of the General Partner; Termination of the Fund) including the power and authority to execute, verify, swear to, acknowledge, deliver, record and file all forms, certificates and other instruments, including any amendments to this Agreement, as may be necessary for such purposes.
Appears in 1 contract
Samples: Limited Partnership Agreement
